Saying Goodbye
by Mnemosyne's Elegy
Summary: Companion piece to "The Backup Plan". Read second. Gray doesn't yet know if he's going to have to resort to using iced shell on the demon terrorizing the countryside, but he figures that it's better to be safe than sorry. He has a backup plan of his own: to say goodbye to his teammates in case he doesn't make it back from this fight.
1. Prologue-The Journal

**Note: This is the first companion piece to "The Backup Plan", and should be read second. I never planned on writing anything else to go along with that story since I think it's very well-contained and powerful on its own, but somehow I got sucked into this. Think of "The Backup Plan" kind of like Fairy Tail and the companion pieces as something like Fairy Tail Zero, where all the stories are related but the original is the main piece and the secondary stories focus more on giving information about the background and aftermath .**

 **Chronologically, this story would take place in between the two parts of "The Backup Plan", with the exception of the "prologue". (As a side note, the second companion piece will take place _after_ the events of "The Backup Plan", and I will post a handy timeline at the bottom of this chapter to clear up any confusion). This story originates from something Natsu said in the second part of the original story, when he says that Gray had been trying to tell him goodbye during their previous conversation. So this story focuses on how Gray secretly says goodbye to a bunch of his other friends as well, in case he doesn't make it back. Natsu doesn't get such a detailed talk with Gray here because he already got his conversation in "The Backup Plan", but the "epilogue" will be in his POV and the second companion piece will be pretty Natsu-centric.**

 **This piece is made up of 5 related one-shots (one for each of 5 people that Gray says goodbye to), a "prologue" , and an "epilogue". The order will be as follows: "prologue", Lucy, Erza, Juvia, Cana, Makarov, "epilogue". These characters weren't selected haphazardly - they were all included (or excluded) for reasons that I might explain later.**

 **Anyway, enjoy the story.**

* * *

 **"Prologue"-The Journal**

Excerpt from Lucy's journal:

 _There were a lot of things we didn't realize until it was too late. Looking back, I can see that Gray put together a complex puzzle for us, giving us each a piece. We couldn't solve that puzzle because we each held on to our own little piece instead of working together to look at all the pieces side by side. If all of us had just come together, it would have been so obvious that something was wrong. Well, they say that hindsight is 20/20._

 _I realized that Gray was acting a little odd the last time we talked, but I just figured that he was in a strange mood or something. I mean, everyone has off days. It wasn't until Natsu told us about the conversation he had with Gray that I realized what had happened. When Erza asked Natsu what Gray had said, he said that Gray had said a lot of things, but that he had really been trying to say goodbye. Thinking back, it seems painfully obvious that he had been saying goodbye to me too, even if I didn't realize it at the time. After Gray's death we came together to support each other in the grieving process and as we talked, we realized that he had said goodbye to each of us, in his own way._

 _None of us understood his true intentions at the time, but we had each noticed that he was acting a little strangely. He had been more open, more sentimental, more talkative than usual, but we each chalked it up to a one-time thing. If we had noticed that he had had such an out of character conversation with each of us, then we would have seen the pattern and wondered what was going on. God, I wish we had realized sooner._

 _But like I said, we each held on to our one puzzle piece, our one conversation, without seeing the bigger picture. If there was an odd one out, I suppose it must have been Gray's conversation with Natsu. When Gray talked to each of the rest of us, he mostly seemed to be trying to cheer us up or help us realize something important about ourselves. From what Natsu told us about their talk, it seems like he was the one comforting Gray. It makes me wonder which was more 'real': was Gray really so okay with using iced shell, or did he feel used and abandoned by being the backup plan? He seemed very collected and in good spirits when he talked to the rest of us, but was he more honest about his feelings with Natsu?_

 _I don't know. This is all just conjecture, really, since Natsu refuses to talk much about whatever happened that night. I guess I can't really blame him. There are things Gray said to me that I haven't told the others as well, things that I hold close to my heart as a small comfort against the pain. I wouldn't be surprised if the others have done the same. There's something comforting about feeling like I hold a secret piece of Gray that only I know, some small thing he told me that he might not have told anyone else. Maybe it's selfish, but it's the only thing I have left of him now. Perhaps someday, when the pain begins to fade a little, we'll all share these hidden little pieces. And maybe we'll find that putting them together will give us a more complete picture of who Gray was and how he was feeling in the days before his death. I guess we might be making the same mistake twice by not sharing everything we know with each other, but for now we need all the comfort we can get._

 _Compared to almost everyone else at Fairy Tail, I knew Gray for the shortest time. Sometimes I wonder if I really have the right to mourn him the same way that his childhood friends do. I mean, it must be so much harder for them. But even so, he became an important part of my life very quickly, and I miss him so much. And besides that, as I've listened to the others talk about their final conversations with him, I've gotten the feeling that perhaps they didn't know Gray as well as I always assumed they did. Gray has always been something of an enigma. He is—was—never very open about his true emotions and thoughts. I wonder if in those final conversations he was more honest or dishonest than ever before. Honest because he was so open with what he thought of us and even about pieces of his past, and dishonest because he was clearly keeping secrets about what was coming._

 _But…Even though I can't claim to have a thorough understanding of how his mind worked, I feel like we all knew him very well in the ways that matter. Maybe we didn't know all the details of his past or his true emotional state, but we knew him._

 _Everything is so different now. The guild is quiet and tense, there aren't any friendly brawls or teasing insults being thrown around, and Fairy Tail's strongest team is missing a key member. I guess I never truly realized what an integral part of the guild Gray was until he was gone. His death has shattered Fairy Tail in a way I've never seen before. Life will go on, like he wanted it to, but it will take some time to heal. Soon we'll have to start picking up the pieces and rebuilding our lives, and I think that figuring out the puzzle that is Gray Fullbuster might be the first step._

 _I think that the thing I regret the most is that Gray managed to say goodbye to me, but I never got to say goodbye to him. I mean, at the very end I guess I did, but it's not really the same. There's so much more I wish I could have told him. I can't say that I'm ready to let go of him just yet, but I know he would want me to move on with my life, and I need to find some closure somewhere._

 _So:_

 _Goodbye, Gray._

* * *

 **Timeline:**

 **4 days before the battle**

-Makarov asks Gray to be the backup plan (just before part 1 of "The Backup Plan")

-Gray and Natsu talk ("The Backup Plan" - part 1)

 **3 days before the battle**

-Gray talks to Lucy

 **2 days before the battle**

-Gray talks to Erza

-Gray talks to Juvia

-Gray talks to Cana

 **1 day before the battle**

-Gray talks to Makarov

-Gray and Natsu make a bet ("epilogue")

-Gray writes letters ("To Those Left Behind")

 **Day of the battle**

-Gray gives letters to Makarov ("To Those Left Behind")

-Gray uses iced shell ("The Backup Plan" - part 2)

 **After the battle**

-Events of "To Those Left Behind"

-Lucy writes in her journal ("prologue")


	2. Lucy

**Note: You might notice that these conversations have a slightly different feel to them than Natsu and Gray's talk in "The Backup Plan". Please note that Gray talked to Natsu only hours after the backup plan was revealed to him, so he would have been in a completely different state of mind than when he talked to the others afterwards. I don't think that these one-shots are as angsty or tragic as the original story, but they're really bittersweet if you keep in mind what's going to happen later.**

* * *

 **Lucy**

At this point, Lucy was used to coming home to find Natsu sprawled across her couch or sleeping in her bed. In fact, she was almost expecting to see the pink-haired boy when she let herself into her apartment. What she was not expecting to see was Gray.

"Hey, Luce. What's up?" the ice mage greeted her, waving from where he was sitting on the sofa.

"Just what do you think you're doing in here?" Lucy demanded, getting ready to chew out this newest intruder. "Why are you people always letting yourselves into my flat when I'm not here? Honestly, it's the middle of the night!"

Gray laughed and ran a hand through his hair. "Relax Lucy, I just wanted to check up on you," he said lightly. He added teasingly, "besides, I even kept my clothes on, just for you."

She blinked at him, realizing that he really hadn't stripped. Kind of odd for him, but she brushed it off. At least he had made an effort to be courteous, although that didn't excuse his breaking and entering.

She sighed in resignation and shook her head, throwing her keys on a side table as she headed into the kitchen. "Well, since you're here, do you want some hot chocolate? I'm making some for myself anyway."

"Sure," he answered as he followed her into the kitchen.

Lucy set some water boiling and turned back to face Gray. He was leaning casually against her cabinets, watching her actions with studied interest.

"Well? What do you want?" she asked.

He shrugged. "We're going to be fighting a demon in a few days. A demon that has cut a swathe of destruction through half the country and killed a lot of powerful wizards." He scrutinized her carefully, a more serious expression settling over his features. "I wanted to check up on you and make sure that you're doing okay."

Lucy's hands tightened convulsively at the reminder, and the sick sense of fear that had been following her around for the past couple days returned full force. She turned her back to him, under the pretense of rummaging through a cabinet to find the cocoa mix.

"Ah, well. It'll be a tough fight, but this is Fairy Tail we're talking about here. We'll be fine like always," she said with false confidence, trying to hide the waver in her voice.

"Lucy."

She stiffened as Gray gently grasped her wrist to stop her from digging in the cabinet. She hadn't even noticed him approach, but he was now standing directly behind her. He carefully spun her around so that they were facing each other again. She swallowed hard as she noticed the unusually somber look in his eyes.

"Lucy," he repeated, "it's okay to be afraid."

"I'm not…I'm not afraid," she rasped, throat dry.

His eyes softened a little. "You're shaking, Lucy."

Startled, she looked at her hands and realized that they were trembling. Gray let go of her wrist and grasped her hand firmly in his for a moment, grounding her. He let go after only a couple seconds, but the steady contact had been enough to stop her trembling.

Gray backed up a few paces to give her some space, but he was still watching her carefully. "There isn't anything wrong with being frightened," he told her kindly. "You certainly aren't the only one who is worried about the upcoming battle."

Lucy swallowed and looked away, letting out a shaky laugh. "Yeah, you're right. I'm terrified," she admitted, her voice wavering. Her eyes filled with moisture, but she blinked back the tears. "I'm completely terrified."

Gray didn't approach her again, but he was still watching her compassionately. "Well, that's only natural," he reassured her. "I rather think most people would be scared if they knew they were about to be facing down a dangerous demon."

"Are you?" Lucy asked suddenly. "Scared, I mean."

She expected an immediate denial—because this was Gray, after all, and Gray didn't show any weakness—but instead he seemed to consider the question. His brow furrowed slightly and his eyes took on a distant look for a few moments, before he focused on her once more.

"Hm," he mused. "Yes and no. I'm not really afraid of Fairy Tail losing, but I'll admit that I am concerned about the possibility of some of our friends getting hurt." His gaze suddenly sharpened. "Is that what you're afraid of?"

Now it was Lucy's turn to think about her response. The kettle on the stove began whistling, and she turned around to take it off the heat and mix their drinks. This time Gray didn't stop her, and she was grateful that he wasn't pressing her for an answer just yet.

What _was_ it that frightened her so much? Well, a demon was scary enough on its own and she was certainly worried about being injured or even killed, but it was more than that. She had to agree with Gray's words. She was definitely afraid that her friends would be hurt or killed. But even more than that…

She finished preparing their drinks and turned back around, handing one steaming mug of hot chocolate to Gray and holding the other in both her hands to bring her a modicum of warmth and comfort. Gray grimaced slightly as he grasped the hot mug, but he quickly smoothed out his expression again. She wondered if the heat was enough to burn him when his normal body temperature was so low.

Padding across the kitchen, she pulled a chair out from her table and sat down, resting her elbows on the wooden surface as she blew gently on the hot chocolate to cool it. Gray followed suit, seating himself across from her at the table. He immediately set the mug down and returned his attention to Lucy.

"If you didn't want a hot drink, you could have just asked for something else," she remarked.

He shrugged, picked up the mug again, and blew on its contents. The steam quickly disappeared.

"All better," he said flatly, taking a sip. Since he didn't show any outward signs of discomfort, Lucy supposed that his magic had cooled the drink down to a temperature he could handle. "Are you trying to distract me?"

Lucy sighed and took a tentative sip, wincing slightly as the hot liquid burned her mouth.

"Do you want me to cool it a little?" he asked immediately, noticing her reaction.

She smiled. "I guess it worked then."

He looked taken aback for a moment, before laughing. "I guess so," he conceded.

"Thanks for the offer, but I don't mind the heat," she continued. "It'll cool off in a minute, and the warmth feels nice on my hands." She decided that she had stalled long enough. It was time to get back on topic. "Anyway, you're partially right. I _am_ afraid that someone is going to get hurt. But I guess…" She hesitated a moment before forging on. "I guess I'm also afraid that they're going to get hurt because of me, because I'm too weak. I don't want to be a burden on the guild. And…I don't know how I'd live with myself if one of my friends died because I couldn't take care of myself."

She looked away, color staining her cheeks at her admission. Team Natsu was often called the strongest team in Fairy Tail, but she was under no illusions. Natsu, Gray, and Erza were very powerful and capable wizards, but she herself fell far short of them. Perhaps she wasn't actually _weak_ , but she also wasn't nearly as powerful as the others and she knew it. They were always having to save her, and she didn't want her friends to get hurt trying to protect her.

When she glanced back at Gray, she noticed that he didn't look surprised. Had he suspected as much already?

"Yeah, it's not a good feeling," he agreed quietly, taking another sip of his cocoa.

She frowned a little. He sounded as if he understood exactly what she was talking about, but why…? A sudden thought struck her.

"Oh!" she interrupted, horrified. "I didn't mean…Sorry, Gray, I shouldn't have brought that up."

He threw her a bemused look. "Why not?" He studied her for a moment before bowing his head. "Ah. You mean because of Ur?"

God, she was insensitive. Of course he understood the way she felt. Surely he must have felt that his weakness had caused Ur's death. His master had died protecting him, and she had just gone and blurted out that she didn't know how she could live with herself if someone else died for her. Had Gray felt that way too, after Ur's death?

"Yeah," she confirmed. "But I didn't mean–"

"Luce," he interrupted. "Stop apologizing. You don't need to sugarcoat things." He sighed and put his elbow on the table so that he could prop his chin on his hand. "This conversation isn't about me, Lucy. It's about you. But if it concerns you that much…"

He shook his head. "What happened with Ur was a long time ago. Yeah, if I hadn't been so weak, if I hadn't started a fight I had no chance of winning, she might still be here. Mind you, it was mostly my stupidity that got us into trouble. I was so grief-stricken and angry after Deliora killed my family that I took the first possible opportunity for revenge, even though I knew I wasn't ready. It's because I let my emotions get the best of me, but yes, it was also because I wasn't strong enough yet.

"But you know, Lucy, if you feel that you're weak and that others are getting hurt or having to protect you because of that weakness, you just need to make a change. After Ur sacrificed herself for me, I'll admit that I did feel weak. I hadn't been strong enough to protect myself or save Ur, and the emotions that stirred up in me—the guilt and grief and anger—motivated me to get stronger. That's when I traveled west, joined Fairy Tail, and started training in earnest. Yeah, I got a lot stronger. I got stronger because I didn't ever want to see anyone else get hurt because of my weakness."

He eyed Lucy contemplatively as he absently ran his finger along the rim of the mug. "Fear isn't always a bad thing. It warns us of danger and tells us our weaknesses. If you're so afraid of your weakness, then use that fear to motivate you to become stronger."

Lucy sipped her drink slowly, thinking over Gray's words. She was rather surprised that he was able to talk so calmly about an incident that had clearly devastated him, and she wondered how much of that calmness was real and how much was only affected. She also noticed that he had neatly steered the conversation away from himself and back towards her, only using the examples of his past to tell her something about herself.

"Too late now," she said finally. "We only have a couple of days before we fight that demon. There's just not enough time."

Gray shook his head. "It's never too late. As humans, we don't live battle to battle. Well…" He paused and tilted his head contemplatively, the corners of his lips twitching upwards. "Maybe Natsu does. But really, Lucy, there will always be another fight sometime down the road, and there will be time in between those fights that you can use to train and have fun with your friends and _live_. One battle isn't the end of the world. Maybe you don't have enough time to significantly increase your strength before this coming battle, but life will go on afterwards."

"I sure hope so," Lucy said quietly, staring vacantly at the dark brown liquid swirling in her mug. "But it's also true that all it takes is one battle. If we screw up one battle, we could die."

"That won't happen." Lucy looked up at Gray, to see his eyes harden with steely determination. "I won't let that happen." His voice carried a firm note of finality, as if he was already one hundred percent sure that no one would die in the upcoming battle.

"Yeah. This is Fairy Tail, after all," she agreed with a smile.

Gray nodded. "Exactly. There are very important reasons for forming guilds like Fairy Tail. One of those reasons is that a group of wizards coming together is much more powerful than the same number of wizards working alone. Each person has their own strengths and weaknesses, and we complement each other. Someone else in the guild will make up for my weakness with their strength, and I will make up for the weaknesses of others with my strengths. Every member has their own strengths to offer. Even you, Lucy."

Lucy considered that. Being so much weaker than the others sometimes bothered her, but she didn't often think about what she had to offer the team.

"I guess so," she conceded. "My spirits are helpful sometimes."

"Yes," Gray agreed, "but it's more than that. Your spirits have often helped us out in a pinch, especially since they all have unique powers, but that isn't your only strength. You're also clever. Imagine if we could only rely on Natsu to formulate plans. Or, God forbid, Happy."

Lucy instinctively winced at the thought of Natsu or Happy becoming the team's mastermind. Their strengths certainly didn't lie in strategy.

"Also," Gray continued, "you've become an integral part of the team. You're very good at inspiring people with your words and actions, and to be honest, I think you're kind of like the glue that holds our team together. And regardless of all that, I think you're stronger than you realize, Lucy. Don't sell yourself short."

He downed the rest of his cocoa and set the mug on the table again, before giving Lucy an encouraging half-smile. She couldn't help but smile back at him.

"Thanks, Gray. I feel better now," she said gratefully. She meant it too. After their talk, she was feeling more confident in herself and was less scared of the coming battle. She was certainly still nervous and worried, but she wasn't as terrified as she had been before.

"Good," he answered cheerfully. "Then my work here is done."

He stood up and brought his mug over to the sink. Lucy stood as well and walked him to the door, her half-full mug of hot chocolate clutched in one hand.

"Thanks for stopping by, Gray," she told him as he opened the door and prepared to leave. "It means a lot that you took the time to come see how I was doing."

He smiled at her. "No problem." He seemed to sober abruptly, and a serious light entered his eyes as he stared at her with a sudden intensity. "Lucy, keep training after this battle, okay? If for nothing else, then do it so that you feel better about yourself and your strength. And keep writing your novels. I've enjoyed reading them, and I hope that you'll eventually publish some of them."

Lucy stared at him in shock, thrown off by the sudden change in his demeanor. "Y–yeah, I will," she stammered. He seemed to relax once more and his smile returned. "But you really weren't supposed to be reading my novels. I thought I told you to stop doing that."

He just threw her a grin and walked away. "Bye, Lucy!"

"And next time, don't just invite yourself in!" she called after him. He laughed and waved in acknowledgment, although he didn't turn around.

Lucy shut the door behind him and locked it. Then she absentmindedly walked over to stand by her window, and sipped at her cocoa as she watched Gray walk away down the darkened street. He suddenly paused and turned around to look back at her apartment, and there was an unbearably melancholy and regretful look on his face. Lucy took in his slumped shoulders and gloomy expression, and frowned. He had been so cheerful just a second ago. What was wrong?

The melancholy expression disappeared instantly as he noticed her watching him out the window, and a wide smile took its place. He waved at her cheerfully before turning and walking away again. Lucy stood by the window and watched Gray's retreating figure until he was swallowed up by the darkness of the night, wondering about that sudden vulnerable moment. He had looked so lonely, so sad…But it had only been for a split second and he had been cast in shadows with only the light of the streetlamp illuminating him, so it was possible that she had mistaken his mood. Besides, Gray was strong and he could take care of himself.

She had probably just imagined it.

* * *

 **Note: You might be wondering why I didn't write this story, "The Backup Plan", or even the second companion piece in Gray's POV, considering that all the events in these stories revolve around him. To be honest, it's because I like the idea of being on the outside looking in. In these one-shots the title characters don't know anything about the backup plan yet, but we as readers do, so we can pick up on a lot of things that they miss. You know, dramatic irony and whatnot.  
**


	3. Erza

**Note: I wasn't going to bring up the whole thing about Makarov asking Gray to sacrifice himself until we got to his chapter, but a reviewer commented on it, so I thought I'd go ahead and address it now. I completely understand the point being made about how Makarov wouldn't be able to sacrifice his brats. Originally I just needed a way to make Gray into a backup plan, and Makarov was the most convenient way to do that. Now that I'm expanding on that timeline, it's become more of an issue. I mentioned that I had a reason for including each character in this piece, and this is the precise reason why I included a chapter for Makarov. I think that he would be devastated and eaten up by guilt if he asked Gray to do something like this, and I don't think that he would ask anyone to sacrifice themselves unless he felt that it might become a very real necessity, and he would still do everything in his power to prevent that from happening. However, I actually just watched the Fairy Tail movie a few weeks ago, and it made me feel a little better about my original decision. I know that there are differences in the situations with Eclair in the movie and Gray in this story, but I think that some of the same principles apply. In that moment we got to see more of the "master" of Fairy Tail rather than just "Jii-chan". By which I mean that Makarov is capable of making serious decisions like that if he really needs to, even if he might feel horrible about it.**

* * *

 **Erza**

"I thought I might find you here."

Erza started in surprise and spun around to see Gray walking towards her.

"Oh, were you looking for me?" she asked. "Did you need something?"

The other mage shrugged and shook his head. "No, not really. It's just that no one has seen you for a few hours. I asked around but no one seemed to know where you were, so I thought you might be here."

Gray finished picking his way down the bank and stopped beside her. Instead of looking at her, he slipped his hands into his pockets and stared out at the quiet river in front of them. Erza turned back as well, so that she could watch both the river and her friend.

"Even after all this time, you still come here when you want to be alone or you need to think," Gray commented.

"Yeah, I guess so," Erza answered noncommittally.

"You also come here when you're sad or upset," he added, glancing over at her. "So. Care to tell me what you're thinking about so diligently?"

She blinked at him in surprise for a moment, before smiling. He really was more perceptive than people gave him credit for.

"Nothing's wrong," she assured him. "I'm just tired of sitting in the guild when everyone is so tense and nervous. Just watching them is stressing me out." She chuckled. "It's a lot more calming out here."

He raised an eyebrow. "Are you worried about the upcoming battle, then?"

She shrugged. "Not any more than any other major battle we've fought. I guess I just wanted to take some time to mentally prepare myself. I've really just been thinking. Feeling nostalgic, I guess." She frowned and looked over at him as another thought occurred to her. "It must be hard for you though. Does it remind you of Deliora?"

Gray didn't respond for a moment, studying the flowing water in front of them as if it held the answer to her question. He sat down suddenly, settling himself comfortably at the river's edge. Erza gingerly lowered herself to the ground beside him, starting to regret her tactless question.

"In some ways it hits close to home," Gray said finally. "Maybe closer than you realize. But in other ways…" He shrugged. "It's just another demon. Deliora is gone, and this demon is certainly not the same."

Erza studied him carefully, surprised at how calm and unaffected he sounded. He was certainly good at concealing his emotions so maybe she shouldn't be so surprised, but it was amazing how composed he was. She wondered if it bothered him more than he let on.

"Sorry, that was rude of me," she apologized contritely.

He looked away from the river to meet her eyes again, and smiled a little. "It's alright. It was a valid question. I was prying into your business first, anyway." He hesitated, his smile momentarily fading before it returned once more. "Funny you should mention feeling nostalgic. I've been getting kind of the same feeling the last couple days. What is it you were thinking about?"

Erza frowned over at the ice mage thoughtfully. Gray didn't often admit to being sentimental. But then again, she realized with a rueful smile, neither did she. And with a dangerous battle on the horizon, now was a natural time for nostalgia.

"Well," she said slowly, "I guess I was mostly thinking about when I first joined Fairy Tail."

Gray nodded at her encouragingly and motioned for her to continue.

"I mean, those were kind of dark days for me. You know, the Tower of Heaven and all that." She paused and grimaced slightly, before continuing on a lighter note. "Fairy Tail helped a lot though. Honestly, we have some real characters." She laughed. "Like you, always trying to fight me. You were an awful lot like Natsu when you were younger. You were always getting in my face and harassing me," she said fondly, her eyes lighting up at the memory.

Gray's lips twitched upwards. "I sure caused you a lot of trouble, didn't I?"

"'Caused'?" she asked playfully. "You _still_ cause me trouble. I'm always having to break up you and Natsu."

She thought that Gray's smile turned melancholy for a moment, but the shadow was gone so fast that she might have imagined it.

"The guild won't be the same without us fighting all the time," he remarked. "You'll miss it one day."

Erza blinked at him, wondering why he sounded so certain that such a thing would come to pass. "What do you mean?" she asked slowly. "Is something happening?"

Some unreadable emotion flashed through his dark eyes, but it was gone in an instant.

"Of course not," he replied smoothly, leaning back comfortably in the grass and smiling at her. "I'm speaking hypothetically. Come on, for all your complaining about our fighting, you know the guild wouldn't be the same without it."

Mollified, Erza conceded the point. "True. It would be strange if you two didn't fight. But really," she added sternly, frowning over at him, "friends shouldn't fight like that."

Gray just laughed. "You and I fought a lot back in the day," he pointed out, his eyes sparkling with amusement.

"That was mostly you fighting with me, actually," she shot back. "And we weren't exactly friends then."

Gray tilted his head back to look up at the wispy clouds blowing across the clear sky. "I suppose you're right," he admitted quietly.

They sat in silence for a few moments. Erza wasn't sure what was going on in Gray's head. He had always been something of an unreadable mystery when he wanted to be, but she was convinced that he was in a strange mood. Perhaps the upcoming fight and the reminders of his tragic past were bothering him more than he let on.

"You annoyed me a lot in the beginning," she mused thoughtfully, "but in the end you helped me a lot."

He glanced over at her and arched an eyebrow.

"Remember when you found me crying right here all those years ago?" She sighed. "I was still so broken up over everything that happened in the Tower and I just wanted to be left alone to mourn."

"And then I came charging down here looking for a fight," Gray interjected, grinning at her crookedly. She couldn't help but smile back.

"Yeah," she agreed fondly. "I was really embarrassed that you saw me crying, but you were surprisingly nice about it. Just said that I shouldn't have to cry alone and sat down right here to wait for me." She shook her head. "You know, you didn't even try picking fights with me very much after that."

"Maybe I finally learned my lesson," Gray remarked dryly. "Besides, Natsu showed up and I started fighting with him instead."

"I guess so," Erza replied, letting her gaze drift back to the peaceful river. "But…Well, the others told me about how upset you were when Jellal took me back to the Tower, and about how hard you fought to get me out. They were surprised at how passionate you were. You know, considering how you usually just hide a lot of your emotions. So…I guess I never really thanked you for that. It means a lot."

Gray glanced over at her in surprise, before offering her a half-smile. "You don't have to thank me for that; you would have done the same thing for me. Besides, everyone else fought just as hard to get you back," he said reasonably. "They were just as concerned about you as I was. If there was a difference, then it was precisely because of the event you just mentioned. When I saw you crying that day, I had to reevaluate a lot of things. I had been too caught up in my own problems to really recognize how unhappy you were, but that whole incident forced me to realize that people aren't always as strong as they pretend to be."

Gray gave her a piercing stare, and Erza felt the weight of those words. She got the feeling that he was trying to tell her something important, although she couldn't quite put her finger on what it was.

"Anyway, you had seemed so lost and lonely and hopeless that day, and I never wanted to see you like that again. That's why I was so worried at the Tower of Heaven. I didn't want to see you cry like that again."

Erza swallowed hard and looked away. Gray's voice softened a little.

"You've come a long way from being that girl crying alone on the riverbank," he told her gently. "You've really grown a lot."

"You have too," Erza commented, facing him once more. He gave her a questioning look. "I mean…You were always so angry all the time. It's like it was you versus the world. Looking back, I guess it was how you dealt with your own grief, but it wasn't healthy. You've really come to terms with things since then, and you've changed for the better too."

"Hm." Gray turned his thoughtful gaze back to the river. "Yeah, you're right. After everything that happened with Deliora, I was pretty devastated. My parents' deaths were bad enough, but Ur's sacrifice was especially heartbreaking. I channeled all my grief into anger. Anger was easier to deal with, and to be honest, it was easier to be mad since I was already angry with myself. I really took all that out on a lot of people," he added with a rueful smile. "But yeah, I've found better ways to deal with things. Fairy Tail helped me a lot."

Erza smiled. "I think Fairy Tail helped all of us a lot."

Gray nodded in agreement and then glanced around as if he was checking for something. He stood up in one smooth motion, brushing some stray grass off his pants before sliding his hands back into his pockets.

"Well, I really have to go now," he said. Erza thought she detected a note of regret in his voice. "I have a few other things I need to take care of today."

"Of course," she said amiably, rising to her feet as well. "It was nice having a real conversation with you for once."

He smiled at her widely. "Yeah, we don't talk seriously very often, do we?" he commented with no little amusement. "We aren't very good at all the deep emotional stuff."

His expression turned suddenly serious as he studied her carefully. She shivered involuntarily. It felt like his piercing eyes could see straight through her soul.

"Erza," he said solemnly, "I know that you like to keep your thoughts and problems to yourself, but you have a lot of friends here who want to help you. You don't always have to be so strong all the time. When there's something wrong, you can always come talk to us. You shouldn't have to face everything alone."

Erza felt moisture prick at her eyes, but quickly regained control of her emotions. Gray was being far more straightforward than usual. It was rather touching, but a little odd. She briefly wondered what had put him in such a sentimental mood.

"Yeah," she said after a moment. "If I need anything, I'll come to you."

Gray winced involuntarily before hurriedly smoothing out his features again. He regained control of expression quickly, but a hint of sadness still lingered in his dark eyes. His reaction puzzled Erza, and she frowned at him.

"You can talk to _any_ of your friends," he corrected her quietly. "I'll help you in any way I can, but you can rely on the others too."

"Yeah, I know," she said slowly, still puzzling over his behavior. "The same goes for you too, you know. You're just as bad at asking for help and opening up to others as I am. When you're going through a rough patch, you can always talk to us too."

"I wish I could," he responded wistfully.

"What do you mean?" Erza demanded, disturbed by his assertion.

Gray smiled and shrugged. "Nothing, really. It's just easier said than done, isn't it? After hiding our emotions behind walls for so long, it's not that easy to just open up," he explained. "You know that."

"That's true enough," she agreed wholeheartedly.

"But even though it's hard," Gray added, "I want you to try, okay?"

Erza peered at him curiously, but nodded. "Alright, I promise. And the same goes for you."

He nodded his agreement. "I'll do what I can." He looked back up the riverbank and sighed. "It was nice talking you, Erza. I'll see you later, okay?"

"Yeah. By the way, what errands do you have to run?" she asked curiously.

He smiled crookedly. "I just have to meet up with a few other people," he said lightly as he turned and started walking away.

"Oh. Well good luck," Erza called after him. "See you later."

He glanced back at her. "Goodbye, Erza."

Erza watched Gray until he disappeared from sight, wondering why his last words had such a heavy note of finality.

* * *

 **Note: It makes me super sad that Gray and Erza didn't really have any more cute moments after the Tower of Heaven, because that arc made them seem like they were actually much closer friends than they originally appeared. I kind of wish that their friendship was explored more in the anime and manga.** ** **Sorry that this chapter is a little short, but you'll see Erza again in the other story.****


	4. Juvia

**Note: The premise for this chapter comes from the fact that Juvia sometimes has "bad feelings", or even just "feelings", when things are happening to Gray (especially during Tartaros when (and before) Gray is fighting Silver, but also in a couple other places; some of those places are anime-only though). I'm not sure _how_ canon that is, but it definitely happens on a couple occasions. You can bear that in mind if you get confused about where the whole "bad feeling" thing comes from here.**

* * *

 **Juvia**

Juvia had a bad feeling about the upcoming battle, and her premonitions were rarely wrong. She was convinced that something horrible was going to happen, and was even more afraid that it would happen to Gray-sama. The feeling had crept up on her the night before, and had persisted throughout the day. She had been dwelling on it and imagining all the horrible possibilities, which had only served to make her more and more distressed as the day wore on.

Not wanting to bother the other guild members with her own worries, she had slipped out of the guild hall and escaped to the nearby park, where she was now sitting alone on an uncomfortable wooden bench. She wanted to go warn everyone about her terrible premonition, but they were already stressed out as they prepared for the upcoming showdown with the demon that had been terrorizing the countryside. She didn't want to add to their troubles. Instead, she would sit here and brood all by herself and–

"Juvia? What's wrong?"

Juvia was startled out of her dark ponderings by a concerned voice, and twisted around to see a familiar figure approaching her.

"Gray-sama! Why are you here? Juvia thought that you would be at the guild," she said in surprise.

The ice mage shrugged as he walked around the bench to stand a few feet in front of her. "Nah, I've been running errands." He peered down at her. "But never mind that. Will you tell me why you're so upset?"

Juvia glanced about, desperately looking for an escape route. She shouldn't bother Gray-sama with her silly worries. He should be focused on the upcoming battle instead of being distracted by her irrational feelings.

"Nothing is wrong with Juvia," she insisted hastily. "Juvia is fine."

Gray narrowed his eyes and looked thoroughly unimpressed by her excuses. "Then why is it raining on a sunny day, only in a circle around the bench you're sitting on?" he asked dryly.

Juvia jerked back in surprise and looked around at her surroundings with new eyes. Sure enough, rain was coming down in a perfect circle around her, and Gray was standing several feet away because he was staying just outside the perimeter of the rain. She had been so absorbed in her thoughts that she had barely even noticed. She supposed that she had been vaguely aware of getting soaked, but she had had enough experience with getting wet from her personal rainstorms in the past that it hadn't struck her as being out of the ordinary. She tried willing the rain to stop, but nothing happened. Her dark mood wouldn't allow the storm to dissipate.

"Oh," she said faintly. "Juvia is sorry. Juvia cannot stop the rain right now."

A flash of concern flickered in Gray's eyes as he stepped forward and sat down beside her on the bench. He was instantly soaked by the downpour, and Juvia squawked in surprise as he stepped into the rain.

"Juvia is sorry! Gray-sama should stand outside of the rain!"

He smiled a little. "It's not the rain that bothers me," he chided gently.

"It's…not?" Juvia asked in bewilderment. Everyone was always bothered by her gloomy rain. However, Gray completely ignored the abnormal weather, instead focusing solely on the water mage.

"No," he confirmed. "The problem isn't the rain. The problem is that if it's raining like this, you must be upset. So, Juvia, what's wrong?"

Juvia's eyes filled with tears and she sniffled as she rubbed at her face. "Gray-sama is so kind!" she wailed, throwing her arms around the ice mage and burying her face in his chest.

"Uh…"

Juvia felt Gray immediately stiffen at the contact, but instead of pushing her away like he normally would, he gingerly wrapped his arms around her.

"What's going on, Juvia?" he asked again.

"Nothing is _wrong_ , but Juvia has a very bad feeling about the battle, and Juvia's feelings are usually right," she said miserably, her voice thick with tears. "Juvia is afraid that something will go horribly wrong. She is especially afraid that something is going to happen to Gray-sama."

Gray seemed to immediately freeze at her words, but then he tightened his hold on her and ran a hand comfortingly through her rain-soaked hair.

"Yes, your feelings have often proved right in the past," he remarked quietly. He gently pushed her away and held her at arm's length so that they could look at each other through the curtain of rain falling between them.

"Yes, it might be worrisome, but…" He shook his head. "Why are you already grieving over something that hasn't happened yet and may not even happen at all?"

Juvia blinked at him in bewilderment. "Juvia is not grieving. Juvia is just worried."

"Really?" he asked. He looked unconvinced. "You weren't crying when I arrived, but the sky is weeping for you."

Juvia frowned faintly. Sure she was upset and had been brooding most of the day, but was she really _grieving_? Her eyes widened as she came to the sudden realization that she was. She might not have recognized it, but her grief had manifested itself in the outside world as her rain. She stared at the falling raindrops in fascination. Different rain had different feelings to it. Some rain was light and cleansing, some was cheery and playful, some was heavy and dark. This rain felt sad and hopeless.

"Oh," she said softly, realization dawning in her eyes. After a second, she shook her head. "But Juvia still cannot stop the rain."

Gray's eyes softened. "I understand why you find this so distressing. I'm not saying that you should brush it off or ignore your feelings. But…" He sighed. "You don't know what your feeling means. You're mourning over something you don't understand. Something that might not even happen, but in any case, hasn't happened yet.

"It isn't necessarily a bad thing to take your premonition seriously and worry about the possible consequences, but honestly, Juvia, this isn't like you. You're usually so good at living in the present moment and appreciating it. Remember when you got all excited over the 413th day anniversary of when we first met?" He laughed softly and shook his head. "Such a random day doesn't hold any special meaning for most of us, but you always treat each day like it's special. So tell me, Juvia, why are you throwing away today?"

"Throwing…away…today?" Juvia repeated slowly, unsure of what the other wizard meant.

Gray just nodded. "You're so worried about what might happen in a couple of days that you're completely ignoring the present. Hm, think about it this way," he tried. "Let's just pretend that one of your friends is going to die in the upcoming battle, and that's what your bad feeling means. Now, right now you're sitting here all by yourself moping about this feeling you have, when instead you could be spending time with that friend. If your friend died in the next couple days, would you look back and regret wasting your time brooding off by yourself?

"You'll have all the time in the world to mourn after the battle if something bad does happen, but you might only have a few short days left to enjoy beforehand. Make the most of today, just like you make the most of every day. You can worry about tomorrow when tomorrow comes, okay?"

Juvia's heart twisted at the very thought of a friend's possible death, but she pushed aside her immediate reaction to consider Gray's words. She turned them over in her mind and examined them thoroughly, searching out all their implications.

She thought back to the 413th day anniversary he had mentioned, remembering how Erza had commended her on how she treasured every day as it came. Sure, she had made a mistake in not realizing that it was also the anniversary of Ur's death and she had been upset over her own insensitivity for the rest of the day, but the next day had dawned bright and cheery regardless, and she had made the most of it anyway.

She didn't even want to think about the possibility of any of her friends—especially Gray-sama—dying, but she understood what the other wizard was talking about. Her normal outlook on life consisted of treasuring each day and living it to the fullest, and she had lost sight of that in the wake of this terrible fear that had gripped her.

"Juvia understands. Gray-sama is right, as always."

Gray smiled at her. "And now look—the rain has stopped," he remarked cheerfully.

Indeed, the downpour was steadily lessening, and within a few seconds, the rain had stopped entirely. Juvia looked up at the clear sky and the blazing sun and smiled. The day was already looking brighter.

Her forebodings still concerned her, but she would cross that bridge when she came to it. There really wasn't any point in worrying over something that might not even happen.

"Juvia will listen to Gray-sama's advice and go back to the guild to spend the day with her friends," she decided. She looked over at Gray pleadingly. "Will Gray-sama come with Juvia?"

Gray hesitated and gave her an apologetic look. "Ah, sorry but I actually need to…" He trailed off and frowned thoughtfully. "Actually, I think I will. But once we get there I have some things I need to take care of, so I won't be able to just hang out with you all day."

Well, it was better than nothing, considering Gray had been about to refuse her offer entirely. Juvia would take it.

"That's fine," she gushed, beaming over at the ice mage. "As long as Gray-sama is coming, Juvia will be happy!"

Something unreadable flashed across Gray's face and his expression turned somber. Juvia had already jumped up from the bench in preparation to walk back to the guild, but paused uncertainly as she saw Gray's face.

"Gray-sama?" she asked hesitantly.

He stood as well, absentmindedly pulling off his wet shirt and letting it fall to the ground. She thought about bringing it to his attention, but his serious expression stopped her.

"Juvia," he said quietly, "your happiness shouldn't depend on me."

Juvia blinked at him in bewilderment. "But Gray-sama makes Juvia happy," she replied uncertainly.

Gray shook his head and sighed. "I know that, Juvia, but you can't depend solely on someone else. And more importantly, you shouldn't be living your life for someone else, not even me. First and foremost, you should live for yourself. You should look out for yourself and take care of yourself first, and you should be able to be happy with or without me. Other people will always play a part in your life and in your happiness, but you're the main character in your own life."

"But…" Juvia stared at him helplessly. "Juvia loves Gray-sama, and she wants Gray-sama to be happy."

Gray's expression turned pained. "I know, Juvia," he murmured with a sigh. "But I'm sure you've seen couples in love before. Just because they're in love doesn't mean that their entire life revolves around their partner. They still have other friends and do things apart from each other. Their happiness doesn't depend solely on the other person. That isn't to say that they aren't very important to each other. They'll still share a lot of their happiness, of course. But even in established relationships, there's room for each partner to have other people in their lives.

"You have a lot of other friends in Fairy Tail," he continued. "You don't need to focus solely on me. Building relationships and friendships with other people is a good thing. I can't be your only concern."

Juvia made to interrupt, but Gray kept speaking relentlessly.

"And Juvia, do you even know what would make me happy?"

She stared at him, her mouth opening and closing soundlessly. Did she? She had often tried to attract his attention and win his love, but nothing she had done had seemed to work. That being the case, did she have any chance of figuring out what he wanted and what would make him happy?

"Juvia…Juvia doesn't know," she whispered dejectedly, her eyes filling with tears. She lowered her head in defeat, unable to look the other wizard in the eye anymore.

"Hey, don't cry," Gray said gently, reaching out and tilting her chin upwards so that she was looking him in the eye once more. He didn't look angry or disappointed, just understanding.

"I can take care of myself, Juvia," he continued once he was sure he had her attention. "I can find happiness in many people and places and things, and most especially within myself. You and everyone else in the guild help make me happy, but I'm not happy just because you spend your time trying to please me. It's enough just to have all of my friends around me.

"Juvia, it would make me happy if you did the same thing. I want you to be able to find your happiness within yourself. Your friends will help you, but you shouldn't have to rely on anyone to _make_ you happy. That comes naturally. It would make me happy if you took care of yourself before worrying about me. And it would make me happy if you lived your life for yourself first and foremost, rather than for me. You are the most important person in your life. Don't forget that.

"You don't need me to make you happy. My parents and Ur can still bring me happiness even though they're gone, because I keep the memory of them in my heart. Even when we're apart, I don't let that stop me from being happy. I can find happiness _within_ myself, because I can hold the people who bring me joy in my heart.

"Juvia, it would make me happy if you were happy, alright? But I want you to be able to find a happiness that doesn't depend so heavily on me. You can find happiness in other people and other things too, okay?"

Juvia's breath caught and her heart thudded frantically in her chest as she stared into Gray's sincere, well-meaning eyes. She wasn't sure that she completely understood what he was trying to say, but she could certainly take the time to figure it out.

"Juvia will try," she breathed.

Gray let his hand drop away from her face and smiled crookedly. "That's all I ask," he said, turning away to begin the trek back to the guild. He suddenly stopped short. "Wait a second, where did my shirt go?" he demanded, spinning around as he scanned the surrounding area for the missing article of clothing. "I could have sworn I just had it!"

Juvia laughed and bent down to pick up the discarded shirt. "Here," she said, handing it over. He eyed it distastefully, holding the sodden cloth away from his body.

"Hopefully the human flame torch is at the guild, because I'm not putting this back on until it's dry," he complained grumpily.

"Juvia is sorry," the water mage said contritely.

He smiled over at her. "It's alright. I'll have Natsu dry it out and it'll be as good as new in no time," he said reassuringly. "Now let's go."

Juvia trailed after him happily, ready to be back in the guild with all her friends. A sudden shiver of foreboding jolted through her and she grimaced, trying to push it away and focus on the present moment like Gray had advised.

But try as she might, she never could quite manage to shake the feeling.

* * *

 **Note: To be honest, I almost didn't include Juvia at all. I don't like her much, and I find her POV and style of speech difficult to write. I tried to stick to her speech pattern as much as possible, but sorry if she seems a little off; she's difficult to write. Anyway, I eventually decided to include her because of how close she is to Gray. I feel like he definitely would have sought her out if he knew he might die, even if only because he knows how hard she would take it. Sorry Gruvia fans, but I really don't ship them, which is one of the reasons there really isn't any romance. Although you can read whatever you want into it, I suppose. Also, I realize that Gray got a little sappy and metaphorical at the end there, but I kind of think that Juvia would eat up that kind of thing, ha ha.**


	5. Cana

**Note: A guest reviewer asked a very good question, namely why Lyon isn't included in this fic. I actually spent a good deal of time debating whether or not to include him, but I ultimately decided against it for a few reasons. First is the time issue. I think that Gray would have a lot of preparations to make just in case he died, and Fairy Tail itself might have been making some preparations to fight the demon. Secondly, there's also the fact that Gray had to make sure that no one else realized that something was wrong. You might notice that in all of these stories he's very careful not to alert his friends that something is going on with him, and when he slips up, he covers it up right away. To add to that trouble, Natsu would definitely be worried about him after their talk in the first part of "The Backup Plan", and I believe that he'd be watching Gray to make sure that he was doing alright. In that case, Gray would have to be even more careful to act as normal as possible so that Natsu didn't suspect anything, and I think that running off to Lamia Scale a couple days before a major fight could tip Natsu off that something might be up. The third reason is that I came up with an idea for the second companion piece that required Lyon not to appear here. Lyon _will_ have a chapter in the second companion piece though.**

* * *

 **Cana**

"Cana. Hey, Cana? Cana!"

"Huh?" Cana looked up groggily, wincing as the world seemed to spin around her. Groaning, she dropped her head back onto the table.

"Damn, I really overdid it," she moaned. When was the last time she had been this drunk? She must have drunk a hell of a lot to be this out of it, because she definitely wasn't a lightweight.

"You can say that again," Gray answered tiredly, sighing in resignation as he sat down beside her on the bench. Cana raised her head again, slowly this time to avoid the nausea and dizziness, and blinked over at him blearily.

"Hey, Gray," she slurred. "Whatcha doin'?"

He rested an elbow on the table and propped up his chin in his hand as he regarded her wearily. "I'm here to take you home, Cana."

"Huh?" she asked stupidly. "I don't need you to take me home. I can take care of myself. Plus, I could use another drink." She looked around for her latest mug of booze, but suddenly noticed that guild hall was empty. "Where did everyone go?"

Gray sighed and shook his head. "You definitely don't need anything else to drink. And to answer your question, it's past midnight. Most everyone has gone home by now."

"Oh. It's that late already?" she asked in surprise. "Damn."

"Mhm." Gray stood and held out a hand to her. "Come on, Cana. I'm taking you home."

Cana stared up at him in a daze for a minute, before shaking her head to clear it. It didn't seem to help much. She opened her mouth to protest that she could sit here and drink all night if she wanted to and Gray could leave _right now_ because she could damn well take care of herself, but another sudden wave of dizziness made her reconsider. Maybe it was time to call it a day.

"Fine," she muttered, grasping his hand and allowing him to pull her to her feet, where she swayed unsteadily.

"Here." Gray positioned her arm so that it was hooked around his neck, and then wrapped one of his arms firmly around her waist so that he was supporting her. Cana took an unsteady step forward, before realizing that it was a lost cause and leaning most of her weight against Gray.

"Ugh," she groaned.

"Well, what did you expect?" Gray asked unsympathetically. "Come on."

He led her slowly to the front entrance of the guild hall and pushed his way outside. Cana staggered along beside him, only staying upright because of the firm hold he had on her. She shivered as the chilly night air assaulted her.

Beside her, Gray sighed and let go of her for a moment, maneuvering her so that she was slumped against the wall of the guild.

"Hey," she protested halfheartedly.

Gray ignored her as he shrugged off his jacket and wrapped it around Cana's bare shoulders, helping her slip her leaden arms into the sleeves.

"Really, you should wear more clothes if you plan on running around in the cold," he admonished.

"Uh, thanks," Cana muttered, her face heating.

She tugged his coat more tightly about herself, savoring the respite from the nighttime cold. Gray's arm snaked around her waist again, and she obediently threw her arm about his neck so that they could stumble along once more.

They walked down the darkened street in silence for a few minutes, before Gray finally spoke again. "Cana, you need to stop doing this."

"Hey, it's been a long time since I got this drunk," she protested.

"A month and a half," Gray corrected evenly.

"Huh?" She squinted over at him. "How would you know that?"

Her vision was still a little blurry, but she could've sworn that he rolled his eyes.

"Because I'm usually the one that finds you and takes you back to your apartment."

Cana winced. It was true. She could usually hold her drink, but whenever she binge-drank enough to get herself completely wasted, Gray always seemed to show up to take care of her, whether she got drunk at the guild or even at one of the sleazy local bars around town. To be honest, he had been looking out for her for many, many years. Maybe it was only natural since they had been friends since they were young children.

"Guess so," she muttered. "Guess I should thank you for that."

He just shook his head and sighed again. "I don't need your thanks, but I'd appreciate it if you took better care of yourself. I mean, if you get wasted at the guild then at least you have friends around who can make sure you're safe. But honestly, do you know how many times I've found you drunk out of your mind in some seedy pub or passed out cold in the streets?"

Cana grimaced as she stumbled over a pebble. Her leg buckled beneath her, but Gray's steady arms kept her from falling to the ground until she managed to right herself again.

"Yeah," she mumbled. "Guess you must be tired of having to look after me."

Gray blew out a harsh breath, his exhalation lingering in the chilly air for a moment as a wisp of white vapor before dissipating.

"It's not about that," he said tiredly as they turned a corner and started down the next street. "I don't mind taking care of you when you need help. I've been doing that for years. But you have to realize that I'm not always going to be around to keep an eye on you. What happens if you pass out drunk in some shady bar and I don't find out about it until it's too late? Do you have any idea of how dangerous that could be? I'll look out for you as long as I'm able, but there are going to be times that I can't help you. I don't want to see you get hurt."

Cana frowned over at him, studying his shadowed face intently. She supposed that he had a point. She might not have fully realized it, but she always seemed to unconsciously assume that he would be there to bail her out if she got into trouble.

"Yeah, I get it," she grumbled.

He glanced down at her, his dark eyes glinting in the light of the streetlamp. "I sure hope so," he said solemnly. Then he turned his attention back to the road ahead of them. "You do realize that we're going to be battling a demon the day after tomorrow, right? Is now really the right time to drink yourself into a stupor?"

Cana laughed and then hiccupped. "'Course it is," she responded cheerfully. "It's always the right time for booze. Besides, the coming fight makes it an even better time to drink."

He peered down at her curiously. "What do you mean?"

"We–ell," she said, drawing out the word, "who knows if I'll be able to drink _after_ the battle? Might as well do it now. Besides, everyone is so glum and worried. They should just chill out and grab a drink. Worrying isn't helping them any."

She took the next corner too quickly and groaned as another wave of dizziness hit her. She leaned against Gray more heavily, and he paused to let her collect herself. When the lightheadedness passed, she pulled herself upright again and resumed walking. Gray didn't comment, choosing to continue the line of their previous conversation instead.

"It's not that I don't understand what you're saying," he began quietly, "but I think you're going about this the wrong way. I know you enjoy drinking and I'm not asking you to stop, even if I do think that you should cut down some. That's your business and you're free to do what you want. However…" He sighed. "You might find drinking to be fun and relaxing, but you can get the same effect without drinking yourself into a coma."

He glanced down at her again, his eyes unusually somber. "Cana, we've known each other for a long time. We've repeated this whole cycle—you getting drunk, me taking you home, you getting drunk again—many times over the years. I'd like to think that I've been around you long enough to see a pattern."

"Huh?" Cana blinked up at him blearily, trying to fit together his words in her drink-addled brain. His expression softened as he caught her staring at him.

"Cana," he said gently, "you shouldn't have to drink your problems away. You drink all the time and have a very high tolerance for alcohol, so you rarely get completely wasted. You drink because you enjoy it, and that's fine. But when you start drinking yourself into oblivion, it usually means that something is bothering you.

"When you don't want to deal with something, you just go get yourself drunk, without worrying about the consequences. So far I've usually been able to find you and bring you home, but I won't always be able to do that. I don't usually press you to tell me what's wrong, but I really think that you should find a better way to cope with your problems."

Gray stopped suddenly, throwing Cana off-balance. She stumbled slightly, but his support kept her upright. He reached out with his free hand and tilted her chin upwards so that they were staring directly into each other's eyes. Cana's breath caught as she saw the intensity of his gaze.

"Cana, you need to stop running away."

Cana gaped up at him, stunned. "I don't…I don't know what you mean," she said hoarsely, turning her face away.

Gray didn't speak or force her to look at him again, and after a few seconds he began walking once more, Cana stumbling along at his side. They walked in silence for several long minutes, and Cana studiously examined all the darkened houses they passed to avoid meeting his gaze again. Her mind was too fuzzy to fully process his words and think through their implications, but she was dimly aware that they held some kernel of truth that she didn't want to acknowledge right now.

It occurred to her that Gray was being unusually forthright with her tonight. She thought that his strange behavior probably extended to some of his other mannerisms and words as well, but she was too drunk and sluggish to figure out what it was about his behavior that was bothering her. She couldn't quite put her finger on what was so different about him, and she silently cursed the fuzziness of her brain.

"You've been unusually chatty tonight," she said finally, as the silence stretched on to the point of being uncomfortable. He didn't look at her, but he also didn't seem offended.

"Hm. Maybe so," he replied noncommittally. "Sorry if I've bothered you. I suppose I shouldn't be sticking my nose in your business."

Cana winced as she almost twisted her ankle on an uneven cobblestone. "S'okay," she slurred. "We're friends. Friends mind each other's business when they need to."

Gray finally looked down at her again and offered her a half-smile. "I know we haven't been spending as much time together lately, but I still consider you one of my oldest friends. We've known each other for a long time, huh?" His smile faded a little. "I don't mean to pry, but I worry sometimes, you know?"

Cana stared at him in surprise, her drink-addled mind trying to come up with the words to respond to his statements, but Gray spoke again before she could figure out an appropriate response.

"Anyway, we're here."

She blinked dazedly ahead, realizing that they were indeed standing in front of her apartment building now.

"Oh," she said stupidly.

"Come on," he encouraged patiently, helping her slowly climb up the steps. He held open the door to the building to let her enter, and then helped her ascend the indoor staircase until they were standing in front of her room. "Do you have your keys?"

"Oh. Yeah." Cana fumbled around in her purse, searching for her key with clumsy fingers. She finally found it and pulled it out of her bag triumphantly, only to drop it immediately. "Damn."

She tried bending over to pick it up, and instead pitched forward as she lost her balance. Gray hurriedly pulled her back upright.

"Here, I'll get them," he offered. He bent down and easily snatched it up with nimble fingers. Cana wished that her own fingers weren't so numb and unresponsive.

Instead of handing her the key, Gray just slipped it into the lock and opened the door. He helped her into her apartment and settled her in a chair near the door. Cana sat down gratefully, glad to be off her feet. The world didn't spin around disconcertingly when she was seated. She looked down as she felt cool metal on her skin, to see Gray gently pressing the key into her open hand.

"Here's your key, alright? I'm going to head back to my place. Sleep it off. I hope to see you in the guild tomorrow, preferably before noon, okay?"

He smiled at her, and she felt the corners of her mouth twitch upwards in response.

"Okay. 'Night, Gray."

Gray nodded and walked back to the door. He paused before walking out of the room, and looked back at her.

"I know that you didn't want to hear what I had to say tonight, but please…at least think about it. Later, when you're sober again and your mind is functioning properly. I won't keep pressuring you, but I want you to promise me that you'll at least consider what I've said, okay?"

Cana hesitated for a moment before nodding. Satisfied, Gray turned to leave, but Cana was struck by a sudden realization and called out to him.

"Gray! Your coat!"

He chuckled and didn't bother turning around. "Keep it, Cana. It won't do me much good. I'd probably just lose it on the way home anyway. I'm sure you can get more use out of it than I can." He stepped through the doorway into the darkened hallway beyond. "Goodnight, Cana. And make sure you lock the door behind me, okay?"

With those final words, he shut the door and was gone from view. Cana stared at the closed door contemplatively. She really didn't want to get up and lock it—the chair was comfortable and she wasn't looking forward to walking around while her head was still spinning.

She put it off for a few minutes, but then heaved herself up out of the chair and staggered over to the door to fumble with the lock. As soon as the bolt slid into place with a soft snick, she heard footsteps start up and retreat down the hallway outside her room.

She couldn't help but smile a little. Gray had obviously waited outside her door until he heard the lock slide into place, making sure that she locked the door before falling into a drunken stupor. Even now he worried about her safety and was looking out for her.

 _But who was looking out for Gray?_

She immediately brushed off the thought, scowling at its stupidity as she unsteadily stumbled to her bed. She wouldn't even think such dumb things if she was sober. After all, Gray was plenty strong and could take care of himself. Sure he spent a lot of time and energy looking after other people, but he would always be okay because he could take care of himself at the same time.

As Cana drifted off to sleep, she absently wondered if there was anything Gray wouldn't do for his friends.

* * *

 **Note: Cana wasn't one of the characters I originally intended to include, but then I remembered that she and Gray seemed pretty close as kids. Both she and Gray joined Fairy Tail before the other major characters, so they would have been closer as children, and there were some hints in the anime/manga that they are pretty good friends. I think it's true that they would probably have drifted apart over the years, especially now that Gray is always running around with Team Natsu, but I like to think that they still have a close relationship when need be. The thing with Cana sometimes getting herself drunk to avoid her problems is sort of in my headcanon, but I think there were hints of it in the Tenrou Island arc when Lucy found her passed out in an alley before the exam because she was stressed about becoming S-class and telling Gildarts that he was her father.**

 **Also, if you couldn't tell, I've never been drunk before. That made it a little difficult to try to write in a drunk person's POV, so sorry if it seemed a little forced at places. On another note, I don't really know where Cana lives. In all the times we've seen the girls' dorm (Fairy Hills, is it?) Cana hasn't shown up there, although a lot of the other girls have. Since she doesn't seem to live in the dorm, I just kind of assumed that she lived in her own apartment like Lucy.  
**


	6. Makarov

**Makarov**

Makarov was sitting perched up on the railing of the second floor so that he had a bird's eye view of the shenanigans going on his guild. Natsu had managed to start a fight with Gajeel that had eventually expanded to include most everyone currently in the guild hall. Even Erza had quickly abandoned her original notion of breaking up the brawl, and had joined in instead. Only Gray was nowhere to be seen, and it was odd to be watching a guild fight rage on without him involved.

The master briefly considered intervening, but decided against it. The last few days had been rather tense for Fairy Tail's mages as they prepared to fight the demon that had been causing so many problems lately. This fight was bringing some semblance of normalcy back to the guild, and Makarov rather thought that it was helping the mages unwind and release some of their pent up tension. His brats sure did love a good fight.

Although they seemed to be in better spirits than they had been for the last couple days, Makarov remained solemn. The lives of his brats were ultimately his responsibility, and they weighed heavily on him now. The coming fight would be a bitter one, and there was a very real chance that some of the wizards would be injured. He didn't want to think about the possibility that some of them wouldn't make it back at all, but it was there, nagging at his conscience.

"Jii-chan?"

Makarov turned, cringing involuntarily as he noticed that Gray was standing behind him. He immediately felt bad about his reaction, but he couldn't help it. Gray's life weighed more heavily on his conscience than any of the others' at the moment.

"What is it, Gray?"

The other mage clearly noticed Makarov's reaction, but his expression remained neutral. "Can we talk for a minute?"

Makarov fought back a wince. At the moment, he would do his best to honor any request Gray made. He felt as if he owed the ice mage.

"Of course." Taking one final glance at the melee below, Makarov hopped off the railing and walked past Gray. "Let's go to my office."

Gray nodded and followed him silently. Makarov's mind raced as he considered all the possible reasons Gray would want to speak with him now. Perhaps he was here to say that he had changed his mind about being their backup plan in the upcoming battle? Makarov wasn't sure whether he would be relieved or disappointed to hear that. Certainly it was reassuring to have some sort of secondary plan in place, regardless of how unsavory it may be. On the other hand, he was already regretting asking Gray to sacrifice himself if things went wrong. He hadn't been able to sleep properly since he had made that request, his guilt gnawing at him relentlessly when he didn't have anything to distract himself with.

Makarov opened the door to his office and ushered Gray in before closing it again firmly and taking a seat at his desk. Gray grabbed a chair positioned against the far wall and dragged it over so that he could sit across from the guild master.

"Alright then. Is there something I can do for you?" Makarov asked, guilt twisting his insides as he studied the younger man.

Gray shrugged and appeared unconcerned. It occurred to Makarov that the ice mage had been remarkably calm and unruffled by the proposal of this plan. He had simply acquiesced and continued to go about his business normally. If he was upset or afraid, he certainly hadn't shown it.

"Honestly, I just wanted to talk with you for a minute," he said mildly. "I can be honest and frank with you in a way that I can't be with the others right now, since they don't know about plan B."

Makarov winced at everything Gray wasn't saying. They had agreed not to tell the other wizards about the backup plan for a few reasons. First of all, there was no way they would consent as gracefully as Gray had. Gray's friends would fight tooth and nail to prevent him from using iced shell if worst came to worst, and they would be furious if they found out about the plan ahead of time. Secondly, Makarov was still hopeful that the other Fairy Tail mages could take out the demon on their own so that the contingency plan wouldn't be necessary. If the backup plan never had to be utilized, there wasn't any point in worrying the others. And aside from all that, secrecy had been Gray's only condition in agreeing with the plan. He had agreed on the need for discretion and had forbidden Makarov from revealing the backup plan to the others.

So yes, there were very good reasons for keeping the plan secret, but there were also some drawbacks. As Gray himself had said, he was unable to honestly discuss the future with his friends, and he would have to watch what he said to be careful not to tip them off to his plans. Makarov wondered if he regretted being unable to have an honest conversation with them. Faced with the possibility of impending death, it was very possible that Gray wished to seek comfort in the others but was unable to do so because of the need for secrecy.

"Hey, don't look at me like that," Gray admonished, interrupting Makarov's musings. "There's every possibility that Natsu and the others will be able to beat the demon without having to resort to the backup plan." He sighed. "But just in case they can't pull it off, I wanted to make sure I said everything to you that I needed to. Saying goodbye, so to speak. It's just a precaution, of course."

Makarov bowed his head, suddenly finding the wood grain on his desk particularly fascinating. "I'm listening," he said gruffly, trying to remain calm. He heard Gray sigh again.

"Look, Jii-chan, I know that you feel bad about this. I'd tell you to hurry up and stop feeling guilty already, but I know that it isn't that easy. However, I want you to realize that if worst comes to worst and Fairy Tail falls tomorrow, I would use iced shell whether or not you asked it of me."

"I wouldn't be surprised if you did," Makarov replied regretfully. However outwardly cold Gray sometimes appeared towards the people in his life, he had a self-sacrificing streak a mile wide. "But really, that doesn't make me feel any better about it."

He glanced up to see Gray nodding knowingly.

"Yes, that whole detail is beside the point, isn't it?" he mused. "The problem isn't really about me potentially using iced shell, although you'd certainly still be unhappy over that. The real problem is that you _asked_ me to use it if things went wrong. Am I right?"

Makarov grimaced as he considered Gray's assertion. "I suppose so. It's bad enough thinking that you might run off and sacrifice yourself on your own whim, but it definitely doesn't sit well with me that I had to ask you to do it. After all, it's a parent's job to protect his children, not the other way around."

Gray smiled faintly and leaned back in his chair. "Even children grow up and make their own choices," he said. "Guilt isn't easy to deal with, and it can do horrible things to a person. I don't want you blaming yourself if something goes wrong. I could have vetoed the plan if I really wanted to.

"I know you understand the desperate need to protect your family and the feeling that you bear responsibility for their fates." He eyed Makarov critically. "But surely you must realize that you aren't the only one who feels that way. All of Fairy Tail is determined to protect their comrades, not just you and me. Because of that, I would use iced shell without a second thought if I knew it was necessary to protect the guild, regardless of whether or not you thought I should." His eyes took on a faraway look and his expression turned melancholy. "I've already watched a demon destroy my first family and rip my second to shreds. I have no intention of losing my third."

Makarov's heart twisted as he heard the barely concealed pain in Gray's voice. "I understand that and I appreciate your loyalty and desire to protect Fairy Tail," he said. "But you are an important part of this family, and none of your comrades want to see you die any more than you want to watch them die."

Gray's gaze sharpened suddenly as he focused on Makarov once more. "You think I don't know that?" he asked dryly. "Sometimes I think it's almost worse for those left behind. I was devastated after Ur sacrificed herself for me. She saved me because she wanted me to be able to continue living and move past my darkness to find my own happiness. Instead, I nearly self-destructed as I lost myself to my grief and rage and _guilt_. I understand how terrible it is to live with guilt like that, and I know the pain that the survivors would feel."

Makarov flinched at the raw anguish that edged Gray's words. He opened his mouth to interrupt, but the ice mage waved a hand impatiently to cut him off and continued speaking.

"I have a damn good idea of the repercussions that will result if the backup plan comes into effect," Gray continued relentlessly. He seemed to regain control of his emotions and conceal any lingering pain that he was feeling, his tone suddenly even and calm once more. "That's why I wanted to talk to you. I've lived with guilt and regret for a good part of my life, and it almost destroyed me. I don't want the same thing to happen to you. I fell apart after Ur's death, and it was Fairy Tail that put me back together again and gave me a new reason to live.

"You've always called us your children and treated us as such, and you've really made Fairy Tail into a family. If I die tomorrow, there are some members of this guild that will be devastated. I know that. It'll take some time for them to work through their grief, and they'll need you. If you're consumed by guilt and remorse, you won't be able to really be there for them. You've turned this guild into a family over the years, and if tragedy strikes tomorrow then you'll be called on to rebuild it again. Do you understand what I'm trying to say?"

Makarov nodded slowly, his eyes shimmering with unshed tears. When had Gray matured so much?

"Yes, but–"

"But you'll still feel bad anyway," Gray interrupted. Makarov nodded again, and the ice mage's tone softened. "I don't want you to feel guilty about anything I might do tomorrow, but I know that isn't really feasible. However, I want you to know that I don't blame you for anything."

A faint frown creased his face. "Although, if the others find out that you came up with such a plan, they'll be angry with you. They'll forgive you because they'll understand the necessity behind it, but you'll have to deal with their wrath and blame until they calm down. I know that you could do it, but it won't be easy."

He sighed, and for a moment he looked weary and old. "I wish there was something I could say that would convince you not to feel guilty about all of this. Regardless of what happens, I, for one, won't hold you accountable. I hope that if we have to resort to the backup plan tomorrow, you'll be able to eventually work past your guilt and move on with your life. It would make me a lot happier if I knew that you could do that."

"I'll try," Makarov answered. "I'll try. And if things go wrong, I'll make sure that everyone recovers. This is still my guild and these are still my children. I'll take care of them."

Gray smiled crookedly. "That's reassuring to hear."

Makarov hesitated for a moment. "Gray, is there anything that you'll regret if you die tomorrow?"

The ice mage frowned thoughtfully as he considered the question. "I won't regret using iced shell if I have to, although I'll be sorry for all the pain it causes the others. I suppose if I'll regret anything, it's that I can't properly say goodbye to Natsu and the others. There are things that I'd like to say to them that I know I can't tell them without arousing their suspicions, and I worry about not being able to be there for them to help them deal with the aftermath. But they're strong and I have faith that they'll pull through. And I'm not afraid of dying, if that's what you're worried about."

Makarov studied the other mage carefully. Gray seemed calm enough. Perhaps a little wistful, but not overtly upset. Even so, Makarov wanted to be able to offer him something.

"Perhaps…" He considered a few possibilities. "If you wanted to write down the thoughts that you want to share with your friends, then I could hold on to them and deliver them to Natsu and the others if something goes wrong tomorrow. If the crisis is adverted then they need never know that such letters even exist, but it could be a precautionary measure."

Gray stared at him thoughtfully, tilting his head slightly as he considered the idea. "Hm…Letters…" he mused. "I'll think about that. If I do decide to write letters tonight, I'll give them to you tomorrow before the battle."

"That's fine." Makarov sighed. "I just wish that I could do something more."

Gray smiled over at him, compassion and understanding shimmering in his eyes. "Don't worry, it was enough that I could talk to you honestly about what might happen tomorrow. It was refreshing to not have to worry about bending the truth for a few minutes."

He stood and stretched. "Well, I want to go spend some more time with Natsu and the others now. I can't believe they had the nerve to start a fight without me." He smiled again. "I'll talk to you later, okay?"

Makarov nodded. "Hopefully we're worrying for nothing, and everything will work out tomorrow. But just in case…" He made eye contact with Gray and held his gaze. "I want to make sure that you know that I've always been proud of you. It's been a pleasure watching you grow up into a fine young man."

Gray stared back at him for several long moments, something unreadable flickering in his eyes. After a short pause, he offered Makarov another half-smile and turned to walk out of the room. Before he disappeared from sight, he had one last thing to say.

"I know. And I've always been proud to be a part of Fairy Tail. I have always been grateful to be one of your children, Jii-chan. You and Fairy Tail saved me after Deliora tore my life apart, and I'll have no regrets if I end up returning the favor. Goodbye, Jii-chan."

The door shut with a soft thud, and Makarov stared blankly at the solid wall of wood for several long minutes before dropping his head onto his desk and burying his face in the mounds of paperwork littering its surface. He wasn't sure if this talk with Gray had made him feel better or worse, but he was fairly certain that he wouldn't be venturing out of his office for a while.

He let out a shuddering breath. He sincerely hoped that they were worrying over nothing. If he was already having a hard time forgiving himself for just asking Gray to be the backup plan, he could only imagine how much guilt he would feel if the ice mage actually died.

He didn't know how he would live with himself if he had to watch Gray die because of his plan, so he found himself hoping against hope that they could live on together instead.

* * *

 **Note: I could have made this a lot more depressing and angsty, but I ultimately decided against it. This piece is meant to be more poignant and bittersweet than depressing. Trust me, the second companion piece is sad enough on its own.**

 **If you remember the order of the chapters that I listed out at the beginning of this piece, you might have realized that this is the last real chapter. Only the epilogue is left. I would advise that you read it as well if you're planning on reading the second companion piece, because it serves as a bridge to both "The Backup Plan" and the other piece. Plus I think it's kind of cute, if a little bittersweet.**


	7. Epilogue-The Bet

**"Epilogue"-The Bet**

Natsu stood atop one of the few tables left standing upright in the guild hall, a triumphant grin splitting his face as he observed the wreckage. The fight he had started with Gajeel had finally begun winding down and exhausted wizards were littered about the room, leaving Natsu victorious.

"Yes!" he crowed gleefully, punching the air in triumph.

He had taken down Gajeel and several other wizards, and the few that remained standing didn't look as if they would be challenging him again anytime soon. That meant that he was the undisputed victor. Well, his victory would be more complete if he had taken Erza out, but she had eventually removed herself from the melee to watch from the sidelines. The only other thing marring this otherwise perfect win was that Gray hadn't participated. In fact, Natsu hadn't seen the ice block for a while. It was ticking him off, because he was itching to take Gray down.

Even as he was thinking about Gray, the door to Makarov's office opened and the ice mage emerged. Natsu wondered briefly what business he had with the master, but quickly brushed it aside. He had more pressing concerns at the moment.

"Hey, ice princess! You missed all the fun! Come fight me, stripper!"

Gray moved to the edge of the second floor and leaned over the railing to survey the carnage. He whistled loudly. "Damn, you really did a number on the guild," he remarked with no little amusement, his dark eyes shining with silent laughter.

"Hell yeah, I did!" Natsu called up. He pointed a finger straight at the ice mage's smirking face. "Now come down here so we can fight. I'm gonna take you down!"

Gray seemed to hesitate as something dark passed over his face, and for a second Natsu thought that he was about to decline. That would be worrisome, since Gray never turned down a challenge. Especially not a challenge that Natsu had issued.

The dragon slayer frowned up at his friend, wondering if Gray was really okay. After their late-night talk a few days before the ice mage had seemed to recover and return to his normal self, but Natsu still had his reservations. He had never seen Gray that broken down and vulnerable before, and he was concerned that his friend was still hurting more than he let on. He had been watching Gray carefully these last few days, but the ice mage hadn't given any indication that he had ever broken down at all. Natsu was inclined to think that Gray would be fine because he was tough and resilient, but he also knew that Gray was very good at hiding his true feelings, so the dragon slayer would have to keep an eye on him.

And if Gray turned down a request to fight him, Natsu would definitely be worried. But after a moment's pause, Gray's usual smirk returned.

"You're on, flame brain," he shot back, turning and running down the steps two at a time.

Natsu hopped off the table in preparation to fight Gray as the ice mage came hurtling towards him. He grinned and threw a punch, which Gray neatly dodged. The fight was on. The two boys traded blows for several minutes, hurling taunts and insults as well as fists.

"Is that the best you've got, fire breath?"

"Hardly! Take that! Damn, ice princess, that barely even tickles."

"Oh yeah? Well how about this?"

The boys suddenly flew apart as Erza appeared between them and delivered a crushing blow to each, effectively ending their fight.

"No fighting," she commanded. They grimaced at her, each rubbing their heads where she had hit them.

"Was that really necessary?" Natsu groaned.

Gray just pulled himself back to his feet without complaint and grinned crookedly at Erza. After a moment of hesitation, a smile tugged at her lips as well. They exchanged a look and seemed to come to some kind of understanding, leaving Natsu puzzled. He had no idea what their problem was.

"Yes," Erza finally replied, turning back to him. "Haven't you already done enough damage to the guild for one day? Besides, it's getting late."

"Oh, come on," Natsu cajoled, a whining note creeping into his voice. "At least let me finish what I started!"

Gray laughed. "You really want to get beaten that badly?"

"Why you–" Natsu snarled, before Erza cut him off.

"That's enough, you two," she interrupted peremptorily. "Friends shouldn't be fighting. And in any case, we have an important battle coming up tomorrow, in case you've forgotten. Now isn't the time to be fighting amongst ourselves. You already had your fun earlier, Natsu."

Gray grinned easily. "I was actually about to head home anyway."

"Why?" Natsu asked. "Does the ice princess need her beauty sleep?"

Erza shot him a warning look, but Gray just laughed it off instead of getting annoyed like he normally would.

"Something like that," the ice mage replied, his eyes sparkling with mirth. "And I have a couple things to take care of in preparation for the battle."

"Well, there you have it," Erza broke in before Natsu could respond. "Gray's leaving anyway, so the fight ends here."

"Since he's leaving, I win," Natsu interrupted excitedly, grinning in victory.

Gray's eyes narrowed. "You think so, do you?"

" _Enough_ ," Erza cut in again. "We'll call this match a draw."

Natsu's face twisted in displeasure. Fights were meant for winning or losing, not draws.

"How about this then," he decided, his eyes lighting up as he thought of a good idea. He turned back to Gray and grinned. "Since this monst–" He quickly broke off and coughed to hide his slip up. He still had some sense of self-preservation, after all. Erza's eyes narrowed suspiciously. "Since Erza won't let us finish our fight, we can decide the winner another way!"

"Oh?" Gray looked faintly interested and motioned for him to continue. "How do you propose we do that?" he drawled.

"We'll make a bet! Whoever beats the demon first tomorrow wins. And the loser has to do whatever the winner wants as a punishment," Natsu babbled excitedly. He rubbed his hands together and smirked evilly as he tried to come up with the worst possible thing he could make Gray do when the ice mage lost. It would have to be something utterly humiliating.

Erza didn't bother stifling a derisive guffaw of laughter. "You really think that you can take a demon down by yourself?" she asked dryly, shaking her head in amused disbelief.

"'Course I can," Natsu insisted. "Or, you know, it can be whoever delivers the killing blow. Whichever."

Gray seemed to consider the proposal for a few moments before nodding. "Alright then, squinty eyes. I'll take you up on that."

"Yes!" Natsu exclaimed gleefully, his eyes lighting up at the prospect of a good competition. "I'm all fired up!" He smirked over at Gray. "I'm totally going to win."

For a moment, Gray just stared at him silently. Then he exhaled softly. "I sure hope so," he muttered so quietly that even Natsu had to strain to pick it up.

The dragon slayer frowned. Gray was just as competitive as he was. The ice mage would never admit defeat or wish for someone else—especially his rival—to beat him.

Before Natsu could open his mouth to ask Gray what the hell he was talking about, the other mage smiled at him condescendingly.

"Like hell you will," he sneered. "Bring it on, flame brain."

"Just you wait," Natsu shot back, jabbing his finger at Gray's face as he was instantly distracted by the ice mage's scornful words. "I'm going to wipe the floor with you!"

"I _said_ , break it up already!"

The boys jumped apart to avoid Erza's wrath.

"I'm going, I'm going," Gray said hurriedly, waving his hands at the scarlet-haired girl in a hasty gesture of placation. He looked back over at Natsu and smiled. This time his smile wasn't condescending or competitive, but so open and genuine that Natsu blinked in surprise. "I'll see you tomorrow."

The ice mage turned and walked away without another word, picking his way around the broken tables and scattered bodies that were courtesy of the earlier fight. He made his way to the front of the guild and pushed the doors open, but Natsu couldn't resist having the last word.

"Don't forget about our bet!" he called after Gray. "Just you wait until you find out what your punishment is!"

Gray just laughed. "Goodnight, Natsu."

And then he stepped outside and disappeared from view, the great wooden doors swinging shut behind him. Natsu stared after him for a moment, wondering if it was just his imagination that Gray was acting a little odd. Then he brushed it off. He had more important things to consider right now. Like what the most humiliating punishment for Gray would be. Natsu couldn't wait to see Gray's face when he lost.

* * *

The next day, Fairy Tail fought the demon.

Natsu had never regretted losing a bet more in his entire life.

* * *

 **Note: And it's over! About time, huh? Look for the second companion piece under the title "To Those Left Behind", if you're interested. If you can stick with me all the way to the end, I'll be impressed, ha ha.**

 **Anyway, thanks to those of you who made it all the way through this story : )**


End file.
